##### 





DELAWARE








I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF INCORPORATION OF FORWARD ACQUISITION
CORP., FILED IN THIS OFFICE ON
THE THIRTIETH DAY OF SEPTEMBER, A.D. 2006, AT 5:37 OCLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.



| |                              
| | -----------------------------
| | /s/
    Harriet Smith Windsor

| |                                          
| | -----------------------------------------
| |                                          
| | Harriet Smith Windsor, Secretary of State
| | AUTHENTICATION: 4197920                  








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##### 



State of Delaware
    Secretary of State
    Division of Corporations
    Delivered 05:57 PM 09/30/2005
    FILED 05:37 PM 09/30/2005
    SRV 050805209 - 4034452 FILE
  CERTIFICATE
    OF INCORPORATION
    OF
    FORWARD ACQUISITION CORP.
  DGCL
  FIRST Corporation
  SECOND
  THIRD
  FOURTH
  FIFTH
  SIXTH
  SEVENTH




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##### 



EIGHTH:
  NINTH:
  TENTH:
  th
  Robert
    J. Bush
     2




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FORWARD
    ACQUISITION CORP.
  STATEMENT OF ORGANIZATION
 BY
 THE SOLE INCORPORATOR
            th
  Robert
    J. Bush




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FORWARD
    ACQUISITION CORP.
  UNANIMOUS
    WRITTEN CONSENT
    OF
    THE BOARD OF DIRECTORS
  Board Corporation DGCL
  Agreement
    and Plan of Merger
  Merger Agreement Merger
    President Authorized Officers




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Regulatory
    Approvals and Filings
        General
    Matters
   2




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nd
  Steven
    M. Blondy
    Jenny
    L. Apker
    Robert
    J. Bush
   3




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Exhibit B
  BYLAWS
    OF
    FORWARD ACQUISITION CORP.
    ARTICLE I
    MEETING OF STOCKHOLDERS
  Time and Place of Meetings
  Annual Meeting
  Special Meetings
  Notice of Meetings provided however
  Quorum
 B-1




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Voting
  Action by Consent
  ARTICLE
    II
  DIRECTORS
  Powers
  Number and Term of Office
  B-2




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Vacancies and New
    Directorships
  Regular
    Meetings
  Special
    Meetings
  Quorum
  Written Action
  Participation in Meetings by Conference
    Telephone
  ARTICLE
    III
  NOTICES
  Generally




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Waivers
  ARTICLE
    IV
  OFFICERS
  Generally
  Compensation
  Succession
  Authority and Duties
  President
  Execution of Documents and Action with
    Respect to Securities of Other Corporations




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Vice President
  Secretary and Assistant Secretaries
      Treasurer and Assistant Treasurers
      ARTICLE
    V
  STOCK
  Certificates




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Transfer.
  Lost, Stolen or Destroyed
    Certificates.
  Record Date.
  provided, however
   B-6




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ARTICLE
    VI
  GENERAL PROVISIONS
  Fiscal Year
  Corporate Seal
  Reliance upon Books, Reports and Records
  Time Periods
  Dividends
 B-7




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ARTICLE VII
  AMENDMENTS
  Amendments
 B-8




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FORWARD
    ACQUISITION CORP.
  SUBSCRIPTION
    FOR COMMON STOCK
  Corporation Subscriber Shares
  th
    By:
    /s/  Jenny
    L. Apker       By:
    /s/  Robert
    J. Bush




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INCORPORATED UNDER THE LAWS OF THE
    STATE OF DELAWARE

SHARES
    *1,000*   Forward
    Acquisition Corp.
  1,000
    SHARES, PAR VALUE $0.01 EACH
 Common Stock
  See
    Reverse for
    Certain Definitions
  This is to Certify that R.H. Donnelley Corporation is the owner
    of One Thousand (1,000)
  Witness   Dated September 30, 2005
  /s/  Robert J. Bush

/s/  Steven M. BlondyRobert J. Bush

Vice President and Secretary

Steven
M. Blondy

President